SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by rule
14-a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CENTRAL COAL & COKE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11.
1)Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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<PAGE>
CENTRAL COAL & COKE CORPORATION
KANSAS CITY, MISSOURI 64105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 19, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Central
Coal & Coke Corporation, a Delaware corporation, will be held at the
Athenaeum at the California Institute of Technology, 551 South Hill Avenue,
Pasadena, California, at 9:00 a.m., P.D.T. for the following purposes:
1. To elect six Directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified;
2. To appoint independent public accountants for the fiscal year;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The stock transfer books will not be closed, but only stockholders of
record at the close of business on March 16, 2000, will be entitled to
vote at the meeting.
/s/ Ray A. Infantino
March 21, 2000 Secretary
IMPORTANT
If you do not plan to attend this meeting please sign and return the
enclosed proxy in the accompanying envelope
<PAGE>
CENTRAL COAL & COKE CORPORATION
127 W. 10th Street, Suite 666
KANSAS CITY, MISSOURI 64105
MARCH 21, 2000
PROXY STATEMENT
This proxy statement is furnished to the stockholders of Central
Coal & Coke Corporation, A Delaware Corporation, (hereinafter "the
Corporation") in connection with the solicitation of proxies to be
used in voting at the Annual Meeting of Stockholders to be held on
April 19, 2000. The enclosed proxy is solicited by the Board of
Directors of the Corporation.
A person giving the enclosed proxy has the power to revoke it
at any time before it is exercised.
The Corporation will bear the cost of the solicitation of proxies.
In addition to the use of the mails, proxies may be solicited by personal
interview, by telephone or by telegraph if necessary to obtain sufficient
voting representation but it is not anticipated that this will be required.
VOTING SECURITIES OUTSTANDING AND VOTING RIGHTS
Shares of Common Stock ($1.00 par value), 255,551 of which were
outstanding as of March 7, 2000, are the only voting securities of the
Corporation. Each share is entitled to one vote. Cumulative voting is
not permitted.
Only those holders of Common Stock of record at the close of business
on March 16, 2000, will be entitled to vote at the meeting.
As of March 7, 2000, Phelps M. Wood of Arcadia, California,
together with members of his immediate family, certain trusts in which he
has an interest, and a family limited partnership; and Patrick J Moran
of Houston, Texas, each owned directly or indirectly beneficial interest
in more than five percent of the Corporation's common stock. Information
concerning the shares held by these stockholders is as follows:
<TABLE>
<CAPTION>
Title Name and Address Amount and Nature of Percent
of Class of Beneficial Owner Beneficial Ownership of Class
________ ________________________ _______________________ _________
<S> <C> <C> <C>
Common Phelps M. Wood 4,250 shares direct 41.18%
P.O. Box 660729 beneficial ownership;
Arcadia, CA 91066 101,821 shares indirect
beneficial ownership
(See note 6 following
Election of Directors
below)
Common Patrick J. Moran 36,614 shares direct 13.15%
Suite 517 beneficial ownership
1221 Lamar
Houston, Texas 77010
</TABLE>
Phelps M. Wood is President of Tektest Inc. and is a Director and
President of the Corporation. Patrick J. Moran is President of Moran
Resources Company, and is a Director and Vice President of the Corporation.
ELECTION OF DIRECTORS
At the meeting six Directors are to be elected, to serve for the
ensuing year and until their respective successors are elected and qualified.
The Corporation has no standing nominating committee or committee performing
a similar function. The shares represented by the enclosed proxy will be
voted for the election as Directors of the six nominees named below unless
a contrary choice is specified on the enclosed proxy. All nominees are
presently Directors of the Corporation with terms expir-
<PAGE>
ing April 19, 2000 and all have agreed to serve if elected. If any nominee
becomes unavailable for any reason (which event is not anticipated) the
shares represented by the enclosed proxy may be voted for such other person
as may be determined by the holders of such proxies.
Information Concerning Nominees:
The information appearing in the following table with respect to
principal occupation, age and beneficial ownership of Common Stock of the
Corporation has been furnished to the Corporation by the nominees. Ownership
is given as of March 7, 2000 except as otherwise noted.
<TABLE>
<CAPTION>
*Amount and
Nature of
Principal Occupation Director Beneficial Percent
Name And Age Since Ownership of Class
______________ ____________________ ________ _____________ ________
<S> <C> <C> <C> <C>
Bruce L. Franke Oil and Gas and 1999 0 shares 0.00%
Real Estate (Note 1)
Business And
Pipeline Right-
of-Way Maintenance
53 years
Ray A. Infantino Retired Insurance 1999 7,400 shares 2.90%
Executive, (Note 2)
Management
Consultant, and
Investor
60 years
Patrick J. Moran President of Moran 1999 33,614 shares 13.15%
Resources Company (Note 3)
51 years
James R. Ukropina Partner O'Melveny 1999 7,400 shares 2.90%
& Meyers, LLP, (Note 4)
Attorneys At Law,
Los Angeles,
California
62 years
Phelps C. Wood Director of Product 1999 0 shares 0.00%
Management at (Note 5)
eCoupons.com
31 years
Phelps M. Wood President of 1980 106,071 shares 41.18%
Tektest, Inc. (Note 6)
(Manufacturers of
Electronic Testing
Accessories)
63 years
TOTAL FOR SIX DIRECTORS 154,485 59.98%
<FN>
* The Corporation has only one outstanding class of stock, that being
Common Stock.
</TABLE>
(1) Mr. Franke has been engaged in the oil and gas and real estate
business and pipeline right-of-way maintenance business for over
five years as a sole proprietor. Mr. Franke owns no shares of the
Corporation beneficially. The Frost National Bank in Houston, Texas,
as a trustee of a Trust for the benefit of Mr. Franke's mother owns
12,447 shares. While Mr. Franke has a remainder interest in that
trust, he has no present beneficial ownership as currently he has
no voting power, dispositive power or right to income from those
shares.
(2) Mr. Infantino has been retired from his principal occupation as an
insurance executive for more than five years. He now serves as a
management consultant and individual investor. Of the 7,400 shares
shown above which Mr. Infantino owns beneficially, 3,700 shares are
owned by a contributory individual retirement account for the benefit
of Mr. Infantino, and 3,700 shares are owned of record by Mr. Infantino
as trustee of the Infantino Family Trust Under Agreement Dated
October 3, 1990.
(3) Mr. Moran has been President of Moran Resources Company, an oil and gas
exploration and production company, for more than five years, and prior
to that time was an attorney engaged in the private practice of law.
Mr. Moran owns beneficially and directly the 33,614 shares shown above.
In addition, Mr. Moran shares voting power as a co-tristee of the Moran
Employee Trust which owns 3,143 shares. Mr. Moran disclaims any
beneficial interest in those 3,143 shares.
<PAGE>
(4) Mr. Ukropina has been a partner with the Los Angeles, California law
firm of O'Melveny & Myers LLP for more than five years. Mr. Ukropina
owns the 7,400 shares shown above directly. Mr. Ukropina is also
a Director of Lockheed Martin Corporation.
(5) Mr. Phelps C. Wood is currently the director of product management at
eCoupons.com, a company that provides third-party promotional solutions
for businesses over the Internet. Prior to joining eCoupons.com in
October, 1999, Mr. Wood worked as an independent consultant, providing
strategy, business development and marketing advice to early-stage
companies. From April 1998 to April 1999, Mr. Wood was a senior manager
of corporate development with Point Cast, Inc., an Internet news
provider. From August 1996 to April 1998, Mr Wood worked as an
associate at Bank of America in the Technology Corporate Finance
Group and the Mezzanine Investment Group. Mr. Wood owns no shares
directly or beneficially, but he is a limited partner in PACW Limited,
a limited partnership, owning 59,461 shares described in Note 6
hereafter. Mr. Wood has no voting power or dispositive power over
the shares owned by PACW Limited, but his father, Phelps M. Wood,
is a general partner and has sole voting power over those shares,
as described in Note 6 hereafter.
(6) As of March 7, 2000, Mr. Wood was the owner of 4,250 of the
Corporation's shares. He and his wife, Beverly G. Wood, were the
joint owners of an additional 300 shares. His wife also was the sole
owner of record of 100 of the Corporation's shares. Mr. Wood as
co-trustee of a trust settled by him and his wife has a beneficial
interest in an additional 651 shares. An additional 1,030 shares are
held in Individual Retirement Plan Accounts for the benefit of
Mr. Wood and his wife, over which they have the power to direct
investments. As trustee or co-trustee of three additional
trusts, not settled by him, Mr. Wood has an indirect beneficial
interest in another 38,279 shares. Mr. Wood also has an indirect
beneficial interest in another 59,461 shares owned of record by PACW
Limited, a Limited Partnership of which he is a partner and has sole
voting power over such shares. Mr. Wood thus has a direct or indirect
beneficial interest in a total of 104,071 shares, in addition to
2,000 shares he has the option to acquire within sixty (60) days
pursuant to the Central Coal and Coke Corporation Directors
Non-Qualified Stock Options Plan. In addition, other members of
Mr. Wood's family collectively have an interest in approximately
4,190 of the Corporation's shares. Mr. Wood disclaims any
beneficial interest in these 4,190 shares.
Executive Officers:
There are no Executive Officers of the Corporation who are not also
Directors and listed in the table above.
All Directors, nominees and officers as a group own 154,485 shares of
the Corporation's common stock which constitute 59.98% of the stock
outstanding.
The Board of Directors held five meetings including one telephonic
meeting during the last fiscal year after the current board was elected,
and all incumbent Director nominees attended all meetings, in person or
participated by telephonic conference call.
The principal occupations of the six nominees over the last five years
are as set forth above and in the footnotes thereto. Mr. Phelps M. Wood is
the father of Mr. Phelps C. Wood. Mr. Moran and Mr. Franke are first
cousins. Other than those relationships, none of the nominees has a family
relationship with any other officer or director of the Corporation.
There are no arrangements between any of the nominees for Director
and any other persons pursuant to which any such nominee is proposed to
be elected.
Section 16(a) Beneficial Ownership Reporting Compliance:
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and beneficial owners of more
than ten percent of the Corporation's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission, and furnish copies thereof to the Corporation. Based
solely on a review of the copies of such forms furnished to the Corporation
and written representations from the individuals concerned, the Corporation
believes that during 1999 all Section 16(a) filing requirements applicable
to such persons were complied with, except that Mr. Phelps M. Wood as a
result of an inquiry conducted by the Securities and Exchange Commission
(S.E.C.) discovered that he had inadvertently made a number of filings
late in prior years. As part of an administrative proceeding before the
S.E.C. Mr. Wood has submitted an Offer of Settlement to the S.E.C. in which
he consents to the entry of a Cease and Desist Order (the "Order"), without
admitting or denying the matters therein in which it was acknowledged that
he failed to timely file a Form 3 reporting his holdings of the Corporation
for a period of two weeks, failed to file timely for periods ranging from
one week to more than nineteen years and five months twenty-three Forms 4.
and failed to file timely for periods of eleven months and two weeks and
three years and eleven months two Forms 5. If approved, the Order would
require Mr. Wood to
<PAGE>
cease and desist from committing or causing any violations of and
committing or causing, any future violations of, Section 13(d) and 16(a) of
the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated
thereunder.
Compensation:
No individual officer of the Corporation received compensation.
directly or through personal benefits in excess of $100,000, and the
Corporation has no Chief Executive Officer or Officer acting as a similar
capacity. The aggregate direct compensation (exclusive of director's fees)
of all officers of the Corporation, there being four persons in said group,
amounted to $73,892 for the fiscal year ended December 31, 1999. This
amount includes all salaries, commissions and bonuses received by all
officers from the Corporation, and health insurance provided at the
Corporation's expense. No member of this group received any securities,
property, insurance benefits, reimbursements or personal benefits as
additional compensation, other than as described herein. There are no
compensation payments proposed to be made in the future pursuant to any
plan arrangement to the members of this group. Director's fees of $2,350
in the aggregate were paid to Mr. Phelps M. Wood and Directors fees
aggregating $2,250 were paid to each of the other Directors.
The Corporation now maintains the Central Coal & Coke Corporation
Directors Non-Qualified Stock Option Plan, which was approved by the
Stockholders at the Annual Meeting in 1995. That Plan provides for the
granting of non-qualified stock options to the Directors each year.
The exercise price of an option is the fair market value of a share on
the date of the grant. In accordance with the terms of the Plan, options
granted to each of the Directors in each year from 1995 through 1998.
No options were granted in 1999. A total of 25,000 shares are subject
to the Plan as approved. The options are exercisable in full six months
after the date of the grant and expire on May 15, 2005 unless earlier
terminated in accordance with the provisions of the Plan. Options
previously granted to Mr. Phelps M. Wood are included in the beneficial
ownership shown in the table under "Information Concerning Nominees".
No other nominee has received any options, and all options granted to
former Directors expired without being exercised.
Certain Legal Proceedings and Related Transactions:
The 1999 annual meeting of Stockholders of the Corporation was held
April 21, 1999 pursuant to notice duly sent to the Stockholders as required
by law. Management had solicited proxies pursuant to Regulation 14A of the
Securities Exchange Act of 1934 to elect a slate of the incumbent Directors
consisting of Leonard Noah, Gary J. Pennington, Beekman Winthrop,
Phelps M. Wood, and Ernest N. Yarnevich, Jr.
At the meeting Stockholders present in person and by proxy elected an
alternative slate of Directors consisting of Ray A. Infantino,
Patrick J. Moran, Phelps C. Wood, Phelps M. Wood, and James R. Ukropina.
The shares voted for the alternative slate of Directors totaled
171,270 shares, except for Phelps M. Wood who received votes of 327,063
shares as he received votes cast in favor of the incumbent slate nominated
by management as well as the alternative slate, while votes cast in favor
of the incumbent slate nominated by management were 155,792 shares for
Messrs, Noah, Pennington and Yarnevich and 155,793 shares for
Mr. Winthrop. Cumulative voting was not permitted.
At the meeting of the newly elected Board of Directors following the
Stockholders meeting, the Bylaws of the Corporation were amended to increase
the number of Directors to seven (7). By motion unanimously adopted,
Bruce L. Franke and Beekman Winthrop were offered seats on the Board of
Directors. Mr. Franke accepted and Mr. Winthrop expressed his desire to
consider the matter further and notify the Board of his acceptance or
rejection of the offer by the end of May.
On May 14, 1999, Beekman Winthrop, together with a few other
Stockholders, filed a lawsuit in state court in Delaware challenging the
results of the election of Directors. The action styled Winthrop, et al v.
Central Coal & Coke Corporation, et al, C.A. No. 17162, was pending in
the Court of Chancery for the State of Delaware in and for New Castle County.
The Corporation and all newly elected Directors were named as defendants,
and the plaintiffs asked the court to invalidate the election of the new
Board. Subsequently, on May 28, 1999 Mr. Winthrop advised the Corporation
that he declined the invitation to become a Director.
Discovery in the lawsuit proceeded, and a trial was scheduled for
August 3, 1999. On July 29, 1999 the record owners of 179,009 shares of
common stock of the Corporation (a majority of the outstanding shares)
executed written consents which were delivered to the Corporation on
July 29, 1999. Pursuant to the consents, Phelps M. Wood, Phelps C. Wood,
Bruce L. Franke, Ray A. Infantino, Patrick J. Moran and James R. Ukropina
were elected Directors of the Corporation, confirming the results of the
election held at the Annual Meeting on April 21, 1999. The action taken
by the written consents was done pursuant to Section 228 of the Delaware
General Corporation Law.
<PAGE>
Subsequently, on August 5, 1999, the Court issued its Order of
Dismissal, dismissing the lawsuit with prejudice, but retaining
jurisdiction for purposes of entertaining any application for attorneys'
fees and/or court costs. Legal counsel for the defendants and the
plaintiffs commenced and continued settlement discussions involving the
possible purchase by the Corporation of the stock in the Corporation owned
by the plaintiffs and the resolution of all pending disputes. On or about
November 2, 1999 the plaintiffs filed a Motion for Costs and Attorney Fees
in the Action requesting the Court to grant their motion in the amount
of $106,956.65 The Corporation and the other defendants contested
the motion by filing briefs in opposition thereto.
The Corporation was advised by its Delaware legal counsel in early
November, 1999 that another lawsuit had been filed. This new lawsuit was
filed in the United States District Court for the District of Delaware by
the same plaintiffs against the Directors of the Corporation individually
and the Corporation as a "Nominal Defendant." This new lawsuit also sought
the removal of the Directors of the Corporation and sought other relief
against the individual Directors, but did not otherwise appear to seek
relief against the Corporation itself.
On November 23, 1999 Dudley Winthrop, one of the plaintiffs and a
Stockholder of the Corporation, notified the Corporation that he intended
to present a resolution for consideration at the Annual Meeting of
Stockholders to be held in April, 2000, and requesting that it be included
in the proxy materials for that meeting. The Board of Directors of the
Corporation subsequently determined to oppose the resolution and recommend
to the Stockholders that they vote against it.
On January 28, 2000 the Vice Chancellor in the Delaware state court
action denied the plaintiffs' Motion for Costs and Attorneys Fees.
Settlement discussions continued, and resulted in the execution by all
parties on February 29, 2000 of an Agreement of Settlement and Release.
According to the terms of this Agreement, the Corporation would purchase all
shares of stock in the Corporation owned by the plaintiffs, totaling 97,231
shares for a purchase price of $33.50 per share, or aggregate consideration
of $3,257,238.50. The Board of Directors of the Corporation after careful
consideration concluded that $33.50 per share was a fair price under the
circumstances based upon a review of the Corporation's financial statements
and considering the costs and risks of continued litigation. The plaintiffs
agreed not to pursue any other rights or remedies with respect to any of the
pending litigation. Additionally, the plaintiffs agreed to standstill
provisions whereby they would not directly or indirectly acquire any
interest in the Corporation in the future or participate in any proxy
solicitation or become a member of a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934 with respect to
the Corporation. Additionally, the plaintiffs agreed to withdraw the
stockholder proposal submitted November 23, 1999, described above, and
to make no further proposals.
The Settlement Agreement was consummated on March 6, 2000 including the
closing of the purchase of the plaintiffs' shares on the basis described
herein. As a result of the purchase of the plaintiffs' shares, as of
March 7, 2000, there were 255,551 shares issued and outstanding.
Certain Transactions:
The Company, pursuant to indemnification provisions in its Certificate
of Incorporation and approval of its Board of Directors, reimbursed
Phelps M. Wood during 1999 for legal fees and expenses in the approximate
aggregate amount of $117,955.33 in connection with the litigation and other
disputes described above and the change of Directors that was the subject
matter of the disputes. Mr. Wood is a Director and President of the Company.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG LLP has performed the annual audit of the Corporation's
financial statements, provided the Corporation assistance in preparation of
tax returns, and provided assistance in connection with various tax
questions for the year ending December 31, 1999. A resolution will be
presented to the meeting to appoint that firm, as independent public
accountants, to examine the financial statements of the Corporation for
the year ending December 31, 2000, and to perform other appropriate
accounting services.
The Corporation has been advised by KPMG LLP that no member of the
firm has any financial interest, either direct or indirect, in the
Corporation, and during the past three years they have bad no connections
with the Corporation in any capacity other than that of public accountants.
Representatives of that firm will not be present at the stockholders'
meeting and thus will not have an opportunity to make a statement.
<PAGE>
If the stockholders do not appoint KPMG LLP, the selection of
independent public accountants will be reconsidered by the Board of
Directors. The Corporation does not have an audit or similar committee.
The affirmative vote of the holders of it majority of the outstanding
common stock present and voting at the meeting will he required for approval
of this proposal. The shares represented by the enclosed proxy will be
voted in favor of the appointment of KPMG LLP, as above described, unless
a contrary choice is specified on the enclosed proxy.
STOCKHOLDERS PROPOSALS
In order for a proposal of a stockholder to be presented at the Company's
2001 Annual Meeting of Stockholders, it must be received at the Company's
principal office in Kansas City, Missouri no later than November 22, 2000,
for inclusion in the 2001 Proxy Statement. A proposal of a Stockholder to be
presented at the Company's 2001 Annual Meeting of Stockholders without
inclusion in the 2001 Proxy Statement should be received at the Company's
principal office no later than February 4, 2001, to be timely, and if not
received by that date proxies given to the Company may grant the Company
discretionary authority to vote on such proposal.
OTHER MATTERS
While the Notice of Annual Meeting of Stockholders calls for transaction
of such other business as may properly come before the meeting, or
adjournments thereof, management has no knowledge of any matters to be
presented for action by the stockholders at the meeting other than the
above. The enclosed proxy gives discretionary authority, however, in the
event that any additional matters should be presented.
By Order of the Board of Directors
/s/ Ray A. Infantino
Dated March 21, 2000 Secretary
THE ANNUAL REPORT FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION
PROVIDES CERTAIN ADDITIONAL INFORMATION AND WILL BE AVAILABLE TO
STOCKHOLDERS IN APRIL. A COPY OF THIS REPORT MAY BE OBTAINED WITHOUT
CHARGE UPON REQUEST TO THE SECRETARY OF THE CORPORATION.
<PAGE>
PROXY CENTRAL COAL & COKE CORPORATION PROXY
127 W. 10th STREET, SUITE 666, KANSAS CITY, MISSOURI 64105
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 19, 2000,
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints BRUCE L. FRANKE, RAY A. INFANTINO and
PHELPS M. WOOD and each or any of them, proxies with power of substitution,
to vote all stock of the undersigned at the ANNUAL MEETING OF CENTRAL COAL
& COKE CORPORATION to be held April 19, 2000, and at any adjournments
thereof, as described below.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
B.L. FRANKE, R.A. INFANTINO, P.J. MORAN, J.R. UKROPINA, P.C. WOOD,
P.M. WOOD.
(Instruction: To withhold authority to vote for any individual nominee
write that nominee's name of the space provided below.)
_______________________________________________________________________
2. PROPOSAL TO APPOINT KPMG LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS
OF THE CORPORATION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting
Name(s), address and number of shares of registered owner(s) appear on
reverse side hereof.
PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE FOR MATTERS TO BE VOTED ON
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
Signature(s) _______________________________________________________ , 2000
Please sign exactly as name(s) Month Day
appear(s) below; indicating
official position or representa-
tive capacity where applicable
Show address change.
